General Terms and Conditions of Purchase (GTC)

Heinle Elektroanlagen GmbH

A. General Provisions (for all suppliers and contractors)

1. Scope and Incorporation

1.1 These General Terms andConditions of Purchase (GTC) apply to all contracts, orders, and othercommissions placed by Heinle Elektroanlagen GmbH (“HEA”) with suppliers andcontractors (“Contractor”).

1.2 The GTC apply regardless ofthe type of commission, in particular to deliveries of materials, services, andwork and assembly services.

1.3 The GTC become part of thecontract if they are transmitted to the Contractor in text form prior to or atthe time of the order, attached as a PDF, or if the order explicitly referencesthese GTC.

1.4 Deviating or supplementaryconditions of the Contractor shall not apply unless HEA expressly agrees tothem in writing. Silence does not constitute consent.

2. Order of Precedence

In the event of conflicts, thefollowing order of precedence applies:

•      the negotiation protocol (VHP),

•      the works contract or purchase order,

•      these GTC.

The end-client contract shallonly become part of the contract if this is expressly agreed in the VHP.

3. Offers

3.1 Offers submitted to HEA arebinding and free of charge.

3.2 The binding period is 3months, unless otherwise agreed in the VHP.

3.3 Any deviations from thecontent of the enquiry must be clearly highlighted.

3.4 Calculation errors areexcluded as a basis for claims.

3.5 By submitting an offer, theContractor confirms that it has reviewed all technical and organisationalprerequisites.

4. Orders (incl. Procore)

4.1 Orders placed by HEA aremade in writing, by email, or via Procore.

4.2 For orders placed viaProcore:

•      The order contains an explicit reference to these GTC.

•      The GTC are attached to the order as a PDF or have beenpreviously transmitted to the Contractor.

4.3 The Contractor must confirmorders in writing within 5 working days.

4.4 If no confirmation isreceived, the order shall be deemed accepted.

5. Prices

5.1 Prices are fixed prices,net, including packaging, insurance, and delivery to the place of destination.

5.2 Price changes require theexpress written consent of HEA.

6. Delivery and Transfer of Risk

6.1 Deliveries are made DDPplace of destination in accordance with Incoterms 2020, unless otherwiseagreed.

6.2 Each delivery must beaccompanied by a delivery note bearing the order number.

6.3 Partial deliveries, excessdeliveries, or early deliveries require the consent of HEA.

6.4 Risk transfers only uponacceptance of goods by HEA.

7. Ownership

7.1 Extended or expandedretention of title is excluded.

7.2 Simple retention of title isacknowledged but expires upon full payment.

7.3 Connection, processing, ormixing always takes place on behalf of HEA.

8. Invoicing and Payment

8.1 Invoices must be submittedto rechnung@elektroanlagenheinle.at.

8.2 Payment terms:

•      30 days with 3% discount,

•      60 days net,

each from receipt of anauditable invoice.

8.3 Invoices must include theorder number and a complete itemised overview.

8.4 HEA is entitled to set offclaims; the Contractor is not, except for undisputed or legally enforceableclaims.

9. Warranty and Liability

9.1 Statutory warranty rightsapply unless otherwise regulated in the VHP.

9.2 The Contractor is liablewithout limitation for damages arising from breaches of duty or defectivedeliveries/services.

9.3 The Contractor shallindemnify HEA against third-party claims caused by its performance.

10. Insurance

Upon request, the Contractormust provide evidence of adequate public liability insurance; for works orassembly services, a minimum coverage of EUR 1,000,000 on a lump-sum basis.

11. Confidentiality

All documents, data, andinformation relating to HEA must be treated as confidential.

The confidentiality obligationcontinues for 15 years beyond the end of the contract.

12. Data Protection

The Contractor must comply withall data protection regulations and obtain the necessary consent from itsemployees.

13. Governing Law and Jurisdiction

Austrian law applies, excludingthe UN Convention on Contracts for the International Sale of Goods (CISG).

The court having subject-matterjurisdiction in Linz shall have exclusive jurisdiction.

14. Severability Clause

Invalid provisions shall bereplaced by those that come closest to the economic purpose intended.

B. Special Provisions for Works and Assembly Services

1. Labour and Social Law Documentation

The Contractor must submit inparticular:

•      A1 certificates,

•      ZKO notifications (AT),

•      SOKA-Bau records (DE),

•      Tax clearance certificate pursuant to §48b EStG (DE),

•      Business licence and company documents.

2. Site Rules and Occupational Safety

The Contractor must comply withall applicable laws, regulations, safety guidelines, and environmentalrequirements.

Safety briefings must beconducted prior to commencement of work.

3. Subcontractors

3.1 The use of subcontractorsrequires the written consent of HEA.

3.2 The Contractor is liable forsubcontractors in the same way as for its own personnel.

3.3 Services must be performedon the Contractor’s own responsibility; concealed labour hire is not permitted.

4. Documentation / Procore

The Contractor must maintainall performance, safety, and construction documentation via Procore whereagreed. This includes in particular: site diary, material records, plans,certificates, and inspection reports.

5. Deadlines and Obstruction Notices

5.1 The Contractor must notifyHEA of any obstruction in writing immediately, and no later than within 3working days.

5.2 Failure to notify forfeitsany claims for time extensions or additional costs.

6. Acceptance

6.1 A formal acceptanceprocedure must be carried out.

6.2 Partial and deemedacceptance only applies where expressly agreed.

6.3 Documentation and recordsare a prerequisite for acceptance.

7. Warranty

The warranty period is governedby the VHP. For construction services, a period of 5 years plus 6 months istypically agreed.

8. Contractual Penalties

Contractual penalties applyonly where expressly agreed in the VHP.

9. Reverse Charge / Tax Law

The Contractor must ensurecorrect tax treatment based on the place of performance:

•      AT: Reverse charge pursuant to §19 UStG

•      DE: §48b EStG (construction withholding tax) andreverse charge pursuant to §13b UStG

The Contractor is liable forincorrect tax treatment.

10. Standards and Technical Rules

The Contractor must comply withall applicable standards (ÖNorms, DIN, VDE, VDI, VOB/C, and local regulations).

11. Miscellaneous Provisions

Tools, equipment, personalprotective equipment, and auxiliary materials are to be provided by theContractor.

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